Retirement only seems far off. Start planning for your future today. MassMutual Pension and Thrift Plans

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Retirement only seems far off. Start planning for your future today. MassMutual Pension and Thrift Plans Enroll

Welcome to MassMutual! Retirement only seems far off. Start planning for your future today so you can RetireSMART. MassMutual s retirement program includes the MassMutual Pension Plan and the MassMutual Thrift Plan. These plans are designed to help you accumulate the assets you ll need for retirement. MassMutual Pension Plan Upon contract endorsement, MassMutual automatically enrolls eligible agents in the pension plan. This plan is a tax-qualified cash balance plan that provides a retirement benefit based on service and eligible compensation throughout your MassMutual career. The plan is fully funded by MassMutual. General Managers are not eligible for the MassMutual Pension Plan. MassMutual Thrift Plan The MassMutual Thrift Plan is a retirement savings plan that offers eligible agents an opportunity to save before-tax 401(k), Roth 401(k) and after-tax non-roth dollars for retirement. The plan is funded by you and MassMutual. MassMutual makes matching contributions to your Thrift Plan account if you meet certain production requirements. Details are provided in the following pages. General Managers are not eligible for the MassMutual company match contributions. 2 This booklet outlines important information about the MassMutual Thrift Plan we recommend you review it carefully. Details on the MassMutual Thrift Plan and the MassMutual Pension Plan can be found in the Plan Highlights documents, provided to you in your new-agent email.

MassMutual Retire Start making smart moves right now. MassMutual is committed to helping you achieve more financial freedom in retirement. That s why we will make the move of automatically enrolling you in the MassMutual Thrift Plan 30 days after your contract endorsement date. Your deferrals will start at 5% on a before-tax 401(k) basis as soon as administratively feasible. However, you can choose to enroll in the plan immediately, change the amount of your before-tax deferral, or change the type of contribution (i.e., Roth, after-tax non-roth) by following the simple steps on the following page. 3

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Enroll NOW We ve made this easy: To select or change your contribution percentage: Go to Workday and follow these instructions. To select your investment options, beneficiaries and preferences: Log on to our participant website at www.retiresmart.com and select Create Account to create your User ID and PIN. Choose your investment options and click Enroll. Elect e-delivery of prospectuses and quarterly statements by selecting the Enter a valid email address link and providing your email address. Confirm this information by entering your PIN. Be sure the appropriate radio buttons are filled and click Next. Review your selections and confirm your enrollment by entering your PIN and clicking Confirm. 5

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PLAN BENEFITS Contribution Options Joining the plan is the first step. Here are some ways the MassMutual Thrift Plan can help you reach your retirement savings goal: Before-tax, elective deferral contributions: These contributions are not subject to current income tax, so they reduce your current taxable income. Your savings and investment earnings grow tax deferred until withdrawn, allowing you to take full advantage of compound growth. Roth after-tax contributions: These contributions are on an after-tax basis. Keep in mind, if you meet certain criteria, the investment earnings on your Roth contributions may not be taxable when withdrawn. 7

After-tax non-roth contributions: These contributions are on an after-tax basis. The investment earnings on your after-tax contributions will be taxable when withdrawn. Company matching contributions: If you meet certain production requirements, MassMutual puts money to work for you by making additional contributions to your Thrift Plan account when you contribute. For more details on the company match, refer to the Plan Highlights document; a link was provided to you in your new-agent email. Savings for life: Your vested account balance is always yours to take with you. You may also have access to your account balance before you reach retirement age. For more details on vesting, refer to the Plan Highlights document; a link was provided to you in your new-agent email. 8

Automatic Until you make an investment selection, all of your contributions and company match (if eligible) will be invested in the age-appropriate Vanguard Institutional Target Retirement investment option. This option is a solution based on your anticipated retirement age (assumed age 65). Each Vanguard Institutional Target Retirement investment option automatically becomes more conservative as your target date approaches, so you stay appropriately allocated no matter where you are in your investing timeline. Refer to the Investments pages for additional details about automatic asset allocation. Generally target retirement date (lifecycle) investment options are designed to be held beyond the presumed retirement date to offer a continuing investment option for the investor in retirement. The year in the investment option name refers to the approximate year an investor in the option would plan to retire and likely would stop making new contributions to the investment option. However, investors may choose a date other than their presumed retirement date to be more conservative or aggressive depending on their own risk tolerance. Target retirement date (lifecycle) investment options are designed for participants who plan to withdraw the value of their accounts gradually after retirement. Each of these options follows its own asset allocation path ( glide path ) to progressively reduce its equity exposure and become more conservative over time. Options may not reach their most conservative allocation until after their target date. Others may reach their most conservative allocation in their target date year. Investors should consider their own personal risk tolerance, circumstances and financial situation. These options should not be selected solely on a single factor such as age or retirement date. Please consult the prospectus (if applicable) pertaining to the options to determine if their glide path is consistent with your longterm financial plan. Target retirement date investment options stated asset allocation may be subject to change. Investments in these options are not guaranteed and you may experience losses, including losses near, at, or after the target date. Additionally, there is no guarantee that the options will provide adequate income at and through retirement. 9

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INVESTMENTS Choose How you invest your savings will be a factor in how that money grows. Regardless of your style, we can help you select an investment strategy. I prefer a target allocation option Consider an option that matches your comfort level with risk. Asset allocation options, like the Vanguard Institutional Target Retirement Series offered in the plan, correspond with the year you expect to retire and automatically invest more conservatively over time. These options offer diversification, professional management and monitoring. To implement a strategy, visit the Investment Selection page of the participant website at www.retiresmart.com. Remember that diversification doesn t ensure a profit or protect against loss in a declining market. I prefer to make investment decisions on my own The plan offers a variety of investment options that can be combined to create the strategy of your choice. For help creating a strategy, visit the Investment Selection page of the participant website at www.retiresmart.com. 11

Understand Asset allocation is how you divide your savings among different investment types such as stocks, bonds and short-term investments. Determining your asset allocation is an important first step in choosing investment options in the MassMutual Thrift Plan. Here we highlight four basic steps in developing your asset allocation strategy. Remember that asset allocation doesn t ensure a profit or protect against loss in a declining market. Step 1 Understand the asset classes Consider that your choices generally focus on three types of investments: stocks, bonds and short-term investments. These three types of investments are known as the basic asset classes : Stocks, also called equities, are shares of ownership in a company. Bonds, also called fixed income investments, are loans made to governments or corporations. Short-term investments, also known as cash equivalents, are designed to maintain their dollar value. Examples include money market funds, certificates of deposit and Treasury bills. Although the investment menu in the MassMutual Thrift Plan has many options, most will fall into these basic groups, or a combination of them. Please note that asset allocation doesn t ensure a profit or protect against loss in a declining market, but it can be a sound strategy. 12

INVESTMENTS You should be aware of the different characteristics of each asset class. Historically speaking, stocks have posed greater investment risk than the other asset classes, but have offered the potential for the highest return. Short-term investments have offered lower returns in exchange for low investment risk. Step 2 Know your tolerance for risk How comfortable you are with risk is an important consideration in choosing your asset allocation strategy. How do you feel about investment risk the chance that your investments could lose money? You also need to think about inflation risk the risk that conservative investments such as short-term investments may not keep pace with inflation. Investing in more than one asset class or a blend of them may help to balance your risk. Mixing the various investment types can provide a balance of growth with preservation, because the markets for each investment don t always move in the same direction as each other. 1 1 http://www.sec.gov/investor/pubs/assetallocation.htm 13

Step 3 Determine your time horizon Your tolerance for risk must be considered in the context of your time horizon. Do you have quite a bit of time until you retire or are you getting close? In the short term, the most volatile investments, such as stocks, can rise and fall dramatically. Historically, however, they have outperformed all other investments over the long term. If you need your money within the next few years, you may want to avoid putting a large percentage into a single asset class that could dip in value in the short term. On the other hand, assuming you have six years or more before you will need your money, you may consider investing a percentage of your savings in investments that offer greater potential for return. That s because you have more time to potentially ride out short-term fluctuations in the value of your investments. Determine your time horizon Your time horizon is the number of years you have before you need to begin withdrawing money from your account. Short-term Medium-term Long-term 0 5 years 6 14 years 15 years or more 14

Step 4 Determine your asset allocation strategy INVESTMENTS MassMutual s participant website available at www.retiresmart.com offers tools and resources to help. To determine which strategy may be right for you, check out the Risk Quiz on the website via My Account > Investment Selection >...by Risk > Risk Quiz. You may want to revisit your strategy at least once a year and after major life events to ensure it is still in line with your current needs and outlook. You may want to consider adjusting the proportions of stocks, bonds and short-term investments as you get closer to retirement. Remember, everyone s situation will differ, and you should consult a financial advisor about your own particular situation. Past performance is no guarantee of future results. The information contained herein is not intended or written as specific legal or tax advice and may not be relied on for purposes of avoiding any federal tax penalties. Neither MassMutual nor any of its employees or representatives is authorized to give legal or tax advice. You must rely on the advice of your own independent tax counsel. 15

Investor To help determine your strategy, answer these questions by circling the choices you most agree with. Add up the points for each of your choices. Then write the total in Section 3. SECTION 1: TIME HORIZON 1. I plan to withdraw my money in 3 years or less and do not want to lose any of it: a. Yes b. No If you answered Yes to question 1, set your investment course with a SHORT TERM STRATEGY. 2. My current age is: a. Under 40...5 b. 40 54...3 c. 55 and over...1 3. I expect to retire: a. Not for at least 20 years...5 b. In 5 to 20 years...3 c. Within 5 years...1 SECTION 2: RISK TOLERANCE Long-Term Goals 4. For this portfolio, my goal is: a. To grow my assets aggressively...5 b. To grow my assets with caution...3 c. To avoid losing money...1 5. What would I expect from this portfolio over time? a. To generally keep pace with the stock market...5 b. To make a decent profit, but probably trail the stock market...3 c. To have a high degree of stability, but only modest profits...1 Short-Term Goals 6. Which of these statements best describes your attitude about the performance of this portfolio over the next three years? a. I can live if I lose money...5 b. I better at least break even...3 c. I better end up with at least a little profit...1 16

INVESTMENTS 7. Which of these statements best describes your attitude about the performance of this portfolio over the next three months? a. Who cares? One calendar quarter means nothing..5 b. If I suffered a loss of greater than 10%, I d get concerned...3 c. I can tolerate only small short term losses...1 Financial Situation 8. If I lost my job tomorrow, I would: a. Have other sources of income to last me more than six months...5 b. Have enough cash on hand to last three to six months...3 c. Need to tap into my retirement investments within 30 days...1 9. Upon retirement my investments will represent: a. A minor part (less than 25%) of my retirement income...5 b. An important part (25% 75%) of my retirement income...3 c. The vast majority (over 75%) of my retirement income...1 SECTION 3: INVESTMENT STRATEGY Add up your points from Questions 2 9 to determine which investment strategy below is best for you. MY TOTAL: TOTAL POINTS INVESTMENT STRATEGY 0 8 Short Term 9 17 Conservative 18 27 Moderate 28 35 Aggressive 36 40 Ultra Aggressive Based on this investment strategy, you re ready to consider how to divide your savings among the different asset classes. Using this score you may choose a custom portfolio. 17

Investment options HIGHER RETURN/HIGHER RISK Vanguard Institutional Target Retirement 2060 Vanguard Institutional Target Retirement 2055 Vanguard Institutional Target Retirement 2050 Lifestyle/Lifecycle Options RISK/RETURN SPECTRUM For illustrative purposes only; please consult an investment profile or prospectus (online at www.retiresmart.com) for detailed risk/return information. Vanguard Institutional Target Retirement 2045 Vanguard Institutional Target Retirement 2040 Vanguard Institutional Target Retirement 2035 Vanguard Institutional Target Retirement 2030 Vanguard Institutional Target Retirement 2025 Vanguard Institutional Target Retirement 2020 Vanguard Institutional Target Retirement 2015 Vanguard Institutional Target Retirement Income 18 LOWER RETURN/LOWER RISK

INVESTMENTS HIGHER RETURN/HIGHER RISK Investment Options RISK/RETURN SPECTRUM For illustrative purposes only; please consult an investment profile or prospectus (online at www.retiresmart.com) for detailed risk/return information. Specialty REITs Emerging Market Equity Intl/Global Large Growth Intl/Global Large Core Small Cap Growth Small Cap Core Small Cap Value Mid Cap Growth Mid Cap Core Large Cap Growth Large Cap Core Large Cap Value High Yield Bond Intermediate Term Bond Stable Value Commodity Real Return Strategy (PIMCO) Real Estate (OFI) Premier Strategic Emerging Markets (OFI) International Growth (OFI) Vanguard Total Intl Stock Index Fd Select Wellington/OFI Small Cap Growth Vanguard Extended Market Idx Instl Plus Select Small Company Value (Fed Clov/TRP/INVSC) Select Mid Cap Growth II (TRP/Frontier) Vanguard Extended Market Idx Instl Plus Sel TRP/LS Blue Chip Growth Select Focused Value (Harris) Vanguard Institutional Index Instl Pl Select Fundamental Value (Wellington) Premier High Yield (Barings) Premier Infl-Protected and Inc (Barings) Vanguard Total Bond Mrkt Index Fund Premier Core Bond (Barings) Fixed Interest LOWER RETURN/LOWER RISK 19

Consider Investment Allocation Strategies The portfolios below are based on the investment options in your plan.* Asset Category Fund Name Short Term Conservative Moderate Aggressive Ultra Aggressive Stable Value Fixed Interest 95% 21% 6% 2% - Intermediate Term Bond Premier Core Bond (Barings) 2% 16% 11% 5% - Premier Infl-Protected and Inc (Barings) 1% 17% 12% 4% - Vanguard Total Bond Mrkt Index Fund 2% 16% 11% 5% - Large Cap Value Select Fundamental Value (Wellington) - 3% 6% 8% 10% Large Cap Core Vanguard Institutional Index Instl Pl - 7% 12% 17% 23% Select Focused Value (Harris) - 3% 6% 9% 11% Large Cap Growth Sel TRP/LS Blue Chip Growth - 3% 6% 8% 10% Mid Cap Core Vanguard Extended Market Idx Instl Plus - 2% 7% 8% 8% Mid Cap Growth Select Mid Cap Growth II (TRP/Frontier) - - 1% 2% 1% 20

INVESTMENTS Investment Allocation Strategies (continued) Asset Category Fund Name Short Term Conservative Moderate Aggressive Ultra Aggressive Small Cap Value Select Small Company Value - 1% 1% 2% 2% (Fed Clov/TRP/INVSC) Small Cap Core Vanguard Extended Market Idx Instl Plus - 3% 6% 7% 9% Small Cap Growth Select Wellington/OFI Small Cap Growth - 1% 1% 2% 2% Intl/Global Large Core Vanguard Total Intl Stock Index Fd - 4% 8% 12% 14% Intl/Global Large Growth International Growth (OFI) - - 1% 2% 3% Emerging Market Equity Premier Strategic Emerging Markets (OFI) - 1% 2% 3% 3% REITs Real Estate (OFI) - 2% 3% 4% 4% Specialty Cmdty Rl Rtn Strat (PIMCO) - - - - - *Investment allocation strategies are a convenient way of allocating your account among the plan s certain individual investment options. Any investment allocation strategies included in these materials are not intended to be investment advice or recommendations to you and may or may not be appropriate for your circumstances. In applying investment allocation strategies to your individual circumstances, you should consider your other assets, income and investments as well as your risk tolerance. If you direct your contributions, or current account balance, to an investment allocation strategy, your contributions or account balance will be invested in each of the individual investment alternatives in the percentages indicated for the strategy. The plan may offer other investment options not included in the strategies and the individual investment alternatives included in the strategies may also be available on a stand-alone basis. The Investment Portfolio chart lists asset classes, along with their weightings in the allocations strategy. 21

Consider a Vanguard Institutional Target Retirement Series Asset Allocation Investment Option Asset allocation investment options offer professional management and monitoring as well as diversification all in one investment. Named to coincide with a particular retirement date, each investment option has an automatic process that invests more conservatively as retirement nears. The MassMutual Thrift Plan is designed to invest your contributions into one of these options as the default investment option based on your date of birth and a projected retirement age of 65. You may want to consider a different Vanguard Institutional Target Retirement option if this is not your intended retirement age. You may always choose new investment options at any time. Default age-appropriate investment op ons For those who attained age 65 before 2013 or contracted at age 65 or older Vanguard Institutional Target Retirement Income For those who attained age 65 or will attain age 65 between 2013 2017 Vanguard Institutional Target Retirement 2015 For those who will attain age 65 between 2018-2022 Vanguard Institutional Target Retirement 2020 For those who will attain age 65 between 2023-2027 Vanguard Institutional Target Retirement 2025 For those who will attain age 65 between 2028-2032 Vanguard Institutional Target Retirement 2030 For those who will attain age 65 between 2033-2037 Vanguard Institutional Target Retirement 2035 For those who will attain age 65 between 2038-2042 Vanguard Institutional Target Retirement 2040 For those who will attain age 65 between 2043-2047 Vanguard Institutional Target Retirement 2045 For those who will attain age 65 between 2048-2052 Vanguard Institutional Target Retirement 2050 For those who will attain age 65 between 2053-2057 Vanguard Institutional Target Retirement 2055 For those who will attain age 65 in 2058 or after Vanguard Institutional Target Retirement 2060 22

INVESTMENTS Cruise Control Keeps your investments in line One of the most important decisions you ll make about your retirement plan is your asset allocation decision. Once you determine your investment strategy, it is important to maintain it over time because each investment may experience different returns. Periodic rebalancing of your account helps ensure your investments stay aligned over time with the strategy you originally selected. This prevents your account from becoming more conservative or aggressive than you want it to be. Cruise Control SM, MassMutual s auto rebalancing feature, allows you to maintain your investment portfolio in a way that meets your needs. You can initiate or discontinue this service at any time. Activation is simple and can be done on your own through the Investment Selection page on www.retiresmart.com or by contacting one of our retirement specialists Monday through Friday, 8 a.m. to 8 p.m., ET at 1-800-743-5274. Then, on a scheduled basis, your assets will be transferred among your investment options to maintain your desired allocation. Any new contributions will also follow this strategy. Cruise Control SM is not recommended when using an asset allocation investment option. Cruise Control SM functionality is also limited by the MassMutual trade restrictions on investment options. 23

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Consolidate 1 If you have retirement assets from prior plans or IRAs, think about consolidating them into this plan. The process is easy and may help you simplify your retirement planning. To get started, call 1-888-526-6905 Monday through Friday, 8 a.m. to 5 p.m., ET. Our team of Rollover Specialists will be happy to help you with the required paperwork to simplify the roll-in process. You are encouraged to compare the benefits and features of the different plans before you consolidate your accounts. Things to consider include each plan s available investment options, guarantees, fees and expenses. 25

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Get Help is just a click or call away: www.retiresmart.com Our participant website. 1-800-743-5274 Our automated phone line where you can access account information anytime. Customer Service Representatives Available via the automated phone line (number above), Monday-Friday 8 a.m. to 8 p.m., ET to answer your questions and guide you through transactions. More Help For more details on your plan, investment options, and forms, refer to the links provided in the new-agent email you received. 27

RISK DISCLOSURES FOR CERTAIN ASSET CATEGORIES PLEASE NOTE THAT YOUR PLAN MAY NOT OFFER ALL OF THE INVESTMENT TYPES DISCUSSED BELOW. Please consider an investment option s objectives, risks, fees and expenses carefully before investing. This and other information about the investment option can be found in the applicable prospectuses or summary prospectuses, if any, or fact sheets for the investment options listed, which are available from your plan sponsor, the participant web site at www.retiresmart.com, or by contacting our Participant Information Center at 1-800-743-5274 between 8:00 a.m. and 8:00 p.m. ET, Monday through Friday. Please read them carefully before investing. If a retirement plan fully or partially terminates its investment in the Guaranteed Interest Account (GIA), SF Guaranteed, Fixed Interest Account or SAGIC investment options, the plan receives the liquidation value of its investment, which may either be more or less than the book value of its investment. As a result of this adjustment, a participant s account balance may be either increased or decreased if the plan fully or partially terminates the contract with MassMutual. Government/retail Money Market funds: You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The fund s sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time. Money Market Floating NAV: You could lose money by investing in the Fund. You should not invest in the Fund if you require your investment to maintain a stable value. The value of shares of the Fund will increase and decrease as a result of changes in the value of the securities in which the Fund invests. The value of the securities in which the Fund invests may in turn be affected by many factors, including interest rate changes and defaults or changes in the credit quality of a security s issuer. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund s sponsor has no legal obligation to provide financial support to the fund at any time. Risks of investing in bond and debt securities investments include the risk that a bond issuer will default by failing to repay principal and interest in a timely manner (credit risk) and/or the risk that the value of these securities will decline when interest rates increase (interest rate risk). Risks of investing in inflation-protected bond investments include credit risk and interest rate risk. Neither the bond investment nor its yield is guaranteed by the U.S. Government. High yield bond investments are generally subject to greater market fluctuations and risk of loss of income and principal than lower yielding debt securities investments. Investments in value stocks may remain undervalued for extended periods of time, and the market may not recognize the intrinsic value of these securities. Investments that track a benchmark index are professionally managed investments. However, the benchmark index itself is unmanaged and does not incur fees or expenses and cannot be purchased directly for investment. Investments in growth stocks may experience price volatility due to their sensitivity to market fluctuations and dependence on future earnings expectations. Investments in companies with small or mid market capitalization ( small caps or mid caps ) may be subject to special risks given their characteristic narrow markets, limited financial resources, and less liquid stocks, all of which may cause price volatility. 28

International/global investing can involve special risks, such as political changes and currency fluctuations. These risks are heightened in emerging markets. Other trading restrictions may apply. Please see the investment s prospectus for more details. A significant percentage of the underlying investments in aggressive asset allocation portfolio options have a higher than average risk exposure. Investors should consider their risk tolerance carefully before choosing such a strategy. An investment with multiple underlying investments (which may include Vanguard Institutional Target Retirement and any other offered proprietary or non-proprietary asset-allocation, lifestyle, lifecycle or custom blended investments) may be subject to the expenses of those underlying investments in addition to those of the investment itself. Investments may reside in the specialty category due to 1) allowable investment flexibility that precludes classification in standard asset categories and/or 2) investment concentration in a limited group of securities or industry sectors). Investments in this category may be more volatile than less-flexible and/or less-concentrated investments and may be appropriate as only a minor component in an investor s overall portfolio. Participants with a large ownership interest in a company or employer stock investment may have the potential to manipulate the value of units of this investment option through their trading practices. As a result, special transfer restrictions may apply. This type of investment option presents a higher degree of risk than diversified investment options under the plan because it invests in the securities of a single company. Investments that invest more of their assets in a single issuer or industry sector (such as company stock or sector investments) involve additional risks, including unit price fluctuations, because of the increased concentration of investments. A participant will be prohibited from transferring into most mutual funds and similar investments if they have transferred into and out of the same investment within the previous 60 days. Certain stable value, guaranteed interest, fixed income and other investments are not subject to this rule. This rule does not prohibit participants from transferring out of any investment at any time. Excessive Trading Policy: MassMutual strongly discourages plan participants from engaging in excessive trading. The MassMutual Excessive Trading Policy helps protect the interests of long-term investors like you. If you would like to view the MassMutual Excessive Trading Policy, please visit, MassMutual s participant Web site at www.retiresmart.com. In addition, you cannot transfer into any investment options if you have already made a purchase followed by a sale (redemption) involving the same investment within the last sixty days. RetireSmart and Cruise Control SM are registered service marks of MassMutual. 2018 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111-0001. All rights reserved. www.massmutual.com. 29

30 Notes

RS4165a 218 C:RS-44148-00